Canary Gold Announces Closing of Initial Public Offering
Canary Gold Announces Closing of Initial Public Offering
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UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE
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Vancouver, British Columbia, November 15 , 202 4 – Canary Gold Corp . (the “ Company ” or
“ Canary ”) is pleased to announce the successful closing of its initial public offering (the
“ Offering ”) consisting of 12,95 1 ,556 unit s of the Company (“ Unit s ”) at a price of $0.17 per Unit
for aggregate gross proceeds of $ 2,201,764.52 , pursuant to the Company’s final prospectus in
British Columbia , Alberta and Ontario dated September 23, 2024.
Each Unit consists of one common share of the Company and one transferable common share
purchase warrant (each whole such warrant, an “ HD Warrant ”). Each HD Warrant will entitle its
holder to purchase one common share in the capital of the Company (each, a “ Warrant Share ”)
at a price of $0.25 per Warrant Share at any time prior to 4:30 p.m. (Vancouver Time) on the date
that is 12 months following the closing of the Offering (the “ Closing ”) . Following completion of the
Offering, if the closing price of the S hares on the Canadian Securities Exchange (the “ CSE ”) is at
or above $0.50 per Share for a period of 30 consecutive trading days, the Company may elect to
accelerate the expiry date of the Warrants to a date that is 30 calendar days from the date when
written notice of such new expiry date is provided by the Company to the Warrant holders (the
“ Acceleration Right ”).
The Company’s common shares are expected to commence trading on the Canadian Securities
Exchange (the “ CSE ”) at the market open on November 18 , 2024 under the symbol “ BRAZ ”.
Haywood Securities Inc. (the “ Agent ”) acted as sole agent and bookrunner for the Offering,
pursuant to the agency agreement dated September 23 , 2024. In connection with the Offering,
the Company paid to the Agent a cash commission in the amount of $ 132,105.87 and granted to
the Agent non - transferrable warrants entitling the Agent or its subagents, as applicable, to
purchase up to a total of 777,093 common shares of the Company at a price of $ 0.17 for a period
of 12 months following the closing of the Offering. In addition to reimbursement of certain
expenses, the Agent received a corporate finance fee of $50,000 plus GST , of which $25,000
was paid in cash and $25,000 was paid through the issuance of 147,059 common shares
(the “ Corporate Finance Shares ”) at a de emed price of $0.17 per Corporate Finance Share.
The net proceeds of the Offering will be used by the Company to further the advancement of the
Rio Madeira Property and for general working capital , as more particularly set out in the
Prospectus.
A director of the Company participated in the Offering, acquiring 294 ,000 Units. Participation of
such insider in the Offering constitutes a “related party transaction” as defined under Multilateral
Instrument 61 - 101 Protection of Minority Security Holders in Special Transactions (“ MI 61 - 101 ”)
and is exempt from the formal valuation and minority shareholder approval requirements of MI
61 - 101 as neither the fair market value of the securities issued to the insider nor the consideration
paid by the insider exceeded 25% of Canary ’s market capitalization.
Option Issuances
In connection with the closing of the Offering, the Company is pleased to announce the issuance
of an aggregate of 3,832,500 incentive stock options (the “ IPO Options ”) to certain directors and
officers of the Company as set out in the Prospectus. Each IPO Option entitles the holder thereof
to acquire one common share of the Company at a price of $0. 17 per common share for a period
of five years from the date of grant. The Company today also issued a further 700,000 incentive
stock options (the “ Consultant Options ”) to consultants of the Company with each Consultant
Option entitling the holder thereof to acquire one common share of the Company at a price of
$0. 17 per common share for a period of five year s from the date of grant.
About Canary Gold Corp.
Canary Gold Corp. is a mineral exploration company whose principal business is the acquisition
and exploration of gold mineral exploration properties, with a focus in Rondônia, Brazil. The
Company may acquire up to a 70% undivided right, title and interest in one gold mineral property
in Brazil, the Rio Madeira Property. The Rio Madeira Property consists of an aggregate of eight
applications for exploration licenses covering an area of 68,445 hectares in Rondônia, Brazil.
More information about Canary can be found at canarygold.ca .
Disclaimer Regarding Forward - Looking Statements
This news release contains forward - looking statements within the meaning of applicable
securities laws that are not historical facts. Forward - looking statements are often identified by
terms such as “will”, “may”, “should”, “anticipates”, “expects”, “believes”, and similar expressions
or the negative of these words or other comparable terminology. All statements , other than
statements of historical fact, included in this release are forward - looking statements that involve
risks and uncertainties. In particular, this news release contains forward - looking statements
relating to the proposed Offering, CSE listing and the Company’s plans with respect to its mineral
exploration property. There can be no assurance that such statements will prove to be accurate
and actual results and future events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ materially from the
Company’s expectations include but are not limited to the risks detailed in the Company’s
Prospectus and in the continuous disclosure filings made by the Company with securities
regulations from time to time . The reader is cautioned that assumptions used in the preparation
of any forward - looking information may prove to be incorrect. Events or circumstances may cause
actual results to differ materially from those predicted, as a result of numerous known and
un known risks, uncertainties, and other factors, many of which are beyond the control of the
Company. The reader is cautioned not to place undue reliance on any forward - looking
information. Such information, although considered reasonable by management at th e time of
preparation, may prove to be incorrect and actual results may differ materially from those
anticipated. Forward - looking statements contained in this news release are expressly qualified by
this cautionary statement. The forward - looking statements contained in this news release are
made as of the date of this news release and the Company will update or revise publicly any of
the included forward - looking statements only as expressly required by applicable law.
No securities exchange or commission has reviewed or accepts responsibility for the adequacy
or accuracy of this release.